-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VSz+8XxeD1UbMEBCEiCA7WzoZ33DqT9jnOjZMgN44UYkdL16KqqCU7FPqaRAyxCE 5F+gkHl+FlfRQ24AhOzgkg== 0000916641-96-001018.txt : 19961121 0000916641-96-001018.hdr.sgml : 19961121 ACCESSION NUMBER: 0000916641-96-001018 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19961120 EFFECTIVENESS DATE: 19961120 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA BIOMEDICAL GROUP INC CENTRAL INDEX KEY: 0001001601 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133758042 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16441 FILM NUMBER: 96669558 BUSINESS ADDRESS: STREET 1: C/O ALCOTT SIMPSON & CO STREET 2: 250 PARK AVENUE STE 1930 CITY: NEW YORK STATE: NY ZIP: 10117 BUSINESS PHONE: 2126818400 MAIL ADDRESS: STREET 1: C/O ALCOTT SIMPSON & CO INC STREET 2: 250 PARK AVENUE STE 1930 CITY: NEW YORKMELVILLE STATE: NY ZIP: 10117 S-8 1 INTERNET HOLDINGS, INC. S-8 As filed with the U.S. Securities and Exchange Commission October ____, 1996. Commission File No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Internet Holdings, Inc. (Exact name of registrant as specified in its charter) Utah 13-3758042 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) Consultants Shares Issued Pursuant To Consulting Agreements Dated (1) June 25, 1995 and (2) November 25, 1995 (Full title of Plan) c/o Alcott Simpson & Co., 250 Park Avenue, Ste 1930 New York, NY 10177 (Address of Principal Executive Officers, including Zip Code) Steven A. Sanders, P.C., 120 Broadway, New York, NY 10271 (Name and address of agent for service) (212) 406-4700 (Telephone number, including area code, of agent of service) CALCULATION OF REGISTRATION FEE
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of to be registered to be Offering Price per Aggregate Offering Registration Registered Share (1) Price Fee Common Stock No Par Value 59,000 $2.00 $118,000 $ 41
1 (1) The registration fee is calculated in accordance with Rule 457(c) and includes reoffers of such shares. 2 PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information Not Applicable. PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The Registrant is subject to the information requirements of the Securities Exchange Act of 1934 ("Exchange Act")and, in accordance therewith, files reports with the Securities and Exchange Commission (the "Commission"). The documents listed below are hereby incorporated by reference in this Registration Statement on Form S-8; and all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities then offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference in this Registration Statement on Form S-8, and shall be a part hereof from the date of the filing of such documents. (a) The Registrant's annual report on Form 10-KSB f/y/e December 31, 1995. (b) All other reports filed by the Registrant pursuant to Section (13(a) or 15(d) of the Exchange Act since December 31, 1995. (c) The description of the Common Stock which is contained in a Registration Statement on Form 10- SB filed under the Exchange Act on September 28,1995. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel 3 The validity of the authorization and issuance of 59,000 shares of the Common Stock be passed upon by Steven A. Sanders, P.C., 50 Broad Street, New York, NY 10004. 5,000 shares of Common Stock of the Registrant are being registered herein for the benefit of Steven A. Sanders, P.C. Item 6. Indemnification of Directors and Officers The By-laws of the Registrant provide indemnification as set forth below. ss. 5.1. Indemnification of Directors. The corporation shall indemnify any individual made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, but only if the corporation has authorized the payment in accordance with ss.16-10a-906 of the Utah Revised Business Corporation Act and a determination has been made in accordance with the procedures set forth in suchss.16-10a-906 that the director met the standards of conduct in paragraph A, B and C below. A. Standard of Conduct. The individual shall demonstrate that: (1) he or she conducted himself or herself in good faith; and (2) he or she reasonably believed that his or her conduct was in, or not opposed to, the corporation's best interests; (3) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. B. No Indemnification Permitted in Certain Circumstances. The Corporation shall not indemnify a director under this ss. 5.1 of Article V: 4 (1) in connection with a proceeding by or in the right or the corporation in which the director was adjudged liable to the corporation; or (2) in connection with any other proceeding charging improper personal benefit to him or her, whether or not involving action in his or her official basis that personal benefit was improperly received by him or her. C. Indemnification in Derivative Actions Limited. Indemnification permitted under this ss. 5.1 of Article V in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. ss. 5.2. Advance Expenses for Directors. If a determination is made,following the procedures ofss.16-10a-906 of the Utah Revised Business Corporation Act that the director has met the following requirements; and if an authorization of payment is made, following the procedures and standards set forth in ss.16-10a-906, then unless otherwise provided in the articles of incorporation, the company shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) The director furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct described in ss. 5.1 of this Article V. (2) The director furnishes the corporation a written undertaking, executed personally or on his or her belief, to repay the advance if it is ultimately determined that he did not meet the standard of conduct (which undertaking must be in unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment); and (3) A determination is made that the facts then know to those making the determination would not 5 preclude indemnification under ss. 5.1 of this Article V or under the Utah Revised Business Corporation Act. ss. 5.3. Indemnification of Officers, Agents, and Employees Who Are Not Directors. Unless otherwise provided in the articles of incorporation, the board of directors may indemnify and advance expenses to any officer, employee, or agent of the corporation, who is not a director of the corporation, to any extent consistent with public policy, as determined by the general or specific action of the board of directors. Item 7. Exemption from Registration Claimed The shares were issued for advisory services rendered and to be rendered and exempt from registration under the Act, pursuant to Section 4(2) thereunder, as a transaction by an issuer not involving a public offering. Item 8. Exhibits 4.1 Articles of Incorporation (1) 4.2 Plan and Articles of Consolidation (1) 4.3 Amendment to the Articles of Incorporation (1) 4.4 Amendment to the Articles of Incorporation (1) 4.5 Amendment to the Articles of Incorporation (1) 4.6 Amendment to the Articles of Incorporation (1) 4.7 Amendment to the Articles of Incorporation 4.8 Steven A. Sanders, P.C. Consulting Agreement 4.9 Alan Sacks & Co. Consulting Agreement 4.10 Archives Computers Consulting Agreement 4.11 Hampton Hall Properties Consulting Agreement 6 4.12 The Chief Management Services Consulting Agreement 4.13 Stewardson Associates Consulting Agreement 4.14 Thomas J. Kennedy Consulting Agreement 4.15 Barlow Lyde & Gilbert Consulting Agreement 5 Opinion of the Law Office of Steven A. Sanders, P.C. 23.1 Consent of the Law Offices of Steven A. Sanders, P.C. (included in Exhibit 5) 23.2 Consent of Callaghan Nawrocki, independent accountants. - --------------------- (1) Previously filed with the Commission as an Exhibit to the Registrant's Registration Statement on Form 10-SB as amended, File No. 0-26886 which was originally filed with the Commission September 28, 1995. Item 9. Undertakings (1) The undersigned Registrant hereby undertakes to file during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities at that time shall be deemed to be the initial bona fide offering thereof. (3) The undersigned Registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 7 (4) The undersigned Registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement related to the securities offered therein, and the offering of such securities at such time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 8 SIGNATURES Pursuant to the requirements of the Securities Act, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of New York, this 29 day of August, 1996. INTERNET HOLDINGS, INC. (Registrant) By:_______________________________ Chairman Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. _______________________ Date: August 29, 1996 , Director _______________________ Date: August 29, 1996 , Director _______________________ Date: August 29, 1996 ,Director 9 EX-4 2 EXHIBIT 4.7 EXHIBIT 4.7 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF CHINA BIOMEDICAL GROUP, INC. Pursuant to the provision of Section 16-10a-1006 of the Utah Revised Business Corporation Act, China Biomedical Group, Inc. hereby adopts the following amendments to its Articles of Incorporation. AMENDMENT Effective June 30, 1996, Article I of the Company's Article of Incorporation is amended to read as follows: Article I - Corporate Name. The name of the Corporation is INTERNET HOLDINGS, Inc. ADOPTION OF AMENDMENT The above amendment to the Articles of Incorporation of China Biomedical Group, Inc., was duly adopted by the shareholders of the corporation on June 15, 1996 pursuant to the requirements of the Utah Revised Business Corporation Act, as follows: Voting Number of Undisputed No. of Votes Group Shares Votes Represented Designation Outstanding Allowed by written consent Common Stock 572,069 572,069 438,750 The shareholders voted pursuant to written consent as follows on such Amendment: Voting Group Votes For Votes Against Designation Amendment Amendment Common Stock 438,750 0 The number of shares cast for the amendment by the sole voting group was sufficient for approval of the amendment by the voting group. EFFECTIVE DATE OF THIS AMENDMENT Pursuant to the provisions of Section 16-10a-123(2), this amendment shall be effective at the beginning of business on June 30, 1996. IN WITNESS WHEREOF, the undersigned president and secretary, having been thereunto duly authorized, have executed the foregoing Articles of Amendment for the corporation this 15th day of June, 1996. By Richard O'Dell Poulden Richard O'Dell Poulden, President Attest: Lewis M. Kise Lewis M. Kise, Assistant Secretary EX-4 3 EXHIBIT 4.8 EXHIBIT 4.8 CONSULTING AGREEMENT This agreement is effective as of November 25, 1995, by and between CHINA BIOMEDICAL GROUP, INC., a Utah Corporation ( the "Company"), and Steven A. Sanders PC, (the "Consultant"). The Company desires to retain the Consultant to provide advice and consultancy on various legal matters thereby to improve the management systems and controls of the Company and the Consultant agrees to such engagement upon the terms set forth below. 1. DUTIES AND INVOLVEMENT a. The Company hereby engages Consultant, as an independent contractor and not as an employee, to provide advice to and consult with the Company's management concerning the matters set out above. b. Consultant acknowledges that he is not an officer, director, or agent of the Company, that he is not and will not be responsible for any management decisions on behalf of the Company and that he may not commit the Company to any action. Any and all arrangements or agreements that Consultant may negotiate for the Company will be subject to acceptance by the Company, to be evidenced by execution by an authorized officer, or the Company. Consultant represents that he does not have, through stock ownership or otherwise, the power to control the Company nor to exercise any dominating influence over its management. c. The Consultant shall devote such of his time and effort to the duties hereunder and shall use his best efforts to fulfill obligations hereunder; however, the Company acknowledges that the Consultant is engaged in other business activities and that such activities will continue during the term of this Agreement. 2. TERM This Agreement shall continue for a term of eight months from the effective date hereof. Consultant's employment hereunder may be terminated during the term of this Agreement under the following circumstances: a. Disability: If, as a result of Consultant's incapacity due to physical or mental illness, Consultant shall have been unable to perform his duties hereunder on a full time basis for one full monthly, and within 10 days after written notice of termination is given shall not have returned to the performance of his duties hereunder, the Company may terminate Consultant's employment hereunder. b. Termination with Notice: After an initial non-cancellation period of 30 days from the date of "Effective Registration", referred to in Clause 4, the Company or the Consultant may terminate this Agreement at any time upon 30 days notice, provide that the Consultant agrees to return to the Company a pro rata portion of the compensation issued to him under paragraph 3. 3. COMPENSATION a. As full compensation for all services hereunder, the Company shall grant to the Consultant up to 5,000 common shares of the Company (the "Shares"), based on performance on specific projects as assigned by the Company and agreed to by the Consultant. The Shares shall be issued to the Consultant from time to time and by mutual agreement that specific goals and objectives have been satisfactorily met by the Consultant. b. The execution of this Stock Option Agreement in the form hereof has been duly authorized by a resolution of the Board of Directors of the Company, adopted on November 25, 1995, and incorporated herein. c. The Company agrees to cause certificates for the shares issued hereunder to be delivered to the Consultant. Certificates are to be registered under a Form S8 registration statement, as expressed in paragraph 4 hereunder . 4. REGISTRATION Upon signing this agreement, the shares shall be immediately registered on Form S8. Such registration to be duly filed ("Effective Registration") within 10 days of the date of this Agreement. 5. TAXES AND OTHER LIABILITIES Consultant acknowledges and agrees that he is an independent contractor and not as employee of the Company. As such, Consultant acknowledges that he is responsible for all self-employment and other tax payable to any federal, state or local authority and any other obligation or liabilities arising from his engagement and compensation hereunder, including any liabilities which might arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act") due to Consultant receipt of the Shares pursuant to this Agreement. The Consultant is also responsible for making or amending any filings required under Section 13 or 16 of the 1934 Act. The undersigned hereby acknowledges receipt of an executed original of this Consulting Agreement and accepts the terms and conditions hereof. By: /s/ Illegible Date: ---------------------------------- Chairman ---------------------------------- Title By: ----------------------------------- Consultant ----------------------------------- EX-4 4 EXHIBIT 4.9 EXHIBIT 4.9 CONSULTING AGREEMENT This agreement is effective as of November 25, 1995, by and between CHINA BIOMEDICAL GROUP, INC., a Utah Corporation ( the "Company"), and Sacks & Co., (the "Consultant"). The Company desires to retain the Consultant to provide advice and consultancy on the installation of accounting systems and financial controls thereby to improve the management systems and controls of the Company and the Consultant agrees to such engagement upon the terms set forth below. 1. DUTIES AND INVOLVEMENT a. The Company hereby engages Consultant, as an independent contractor and not as an employee, to provide advice to and consult with the Company's management concerning the matters set out above. b. Consultant acknowledges that he is not an officer, director, or agent of the Company, that he is not and will not be responsible for any management decisions on behalf of the Company and that he may not commit the Company to any action. Any and all arrangements or agreements that Consultant may negotiate for the Company will be subject to acceptance by the Company, to be evidenced by execution by an authorized officer, or the Company. Consultant represents that he does not have, through stock ownership or otherwise, the power to control the Company nor to exercise any dominating influence over its management. c. The Consultant shall devote such of his time and effort to the duties hereunder and shall use his best efforts to fulfill obligations hereunder; however, the Company acknowledges that the Consultant is engaged in other business activities and that such activities will continue during the term of this Agreement. 2. TERM This Agreement shall continue for a term of seven months from the effective date hereof. Consultant's employment hereunder may be terminated during the term of this Agreement under the following circumstances: a. Disability: If, as a result of Consultant's incapacity due to physical or mental illness, Consultant shall have been unable to perform his duties hereunder on a full time basis for one full monthly, and within 10 days after written notice of termination is given shall not have returned to the performance of his duties hereunder, the Company may terminate Consultant's employment hereunder. b. Termination with Notice: After an initial non-cancellation period of 30 days from the date of "Effective Registration", referred to in Clause 4, the Company or the Consultant may terminate this Agreement at any time upon 30 days notice, provide that the Consultant agrees to return to the Company a pro rata portion of the compensation issued to him under paragraph 3. 3. COMPENSATION a. As full compensation for all services hereunder, the Company shall grant to the Consultant up to 3,000 common shares of the Company (the "Shares"), based on performance on specific projects as assigned by the Company and agreed to by the Consultant. The Shares shall be issued to the Consultant from time to time and by mutual agreement that specific goals and objectives have been satisfactorily met by the Consultant. b. The execution of this Stock Option Agreement in the form hereof has been duly authorized by a resolution of the Board of Directors of the Company, adopted on November 25, 1995, and incorporated herein. c. The Company agrees to cause certificates for the shares issued hereunder to be delivered to the Consultant. Certificates are to be registered under a Form S8 registration statement, as expressed in paragraph 4 hereunder . 4. REGISTRATION Upon signing this agreement, the shares shall be immediately registered on Form S8. Such registration to be duly filed ("Effective Registration") within 10 days of the date of this Agreement. 5. TAXES AND OTHER LIABILITIES Consultant acknowledges and agrees that he is an independent contractor and not as employee of the Company. As such, Consultant acknowledges that he is responsible for all self-employment and other tax payable to any federal, state or local authority and any other obligation or liabilities arising from his engagement and compensation hereunder, including any liabilities which might arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act") due to Consultant receipt of the Shares pursuant to this Agreement. The Consultant is also responsible for making or amending any filings required under Section 13 or 16 of the 1934 Act. The undersigned hereby acknowledges receipt of an executed original of this Consulting Agreement and accepts the terms and conditions hereof. By: /s/ Illegible Date: ------------------------------------ Chairman ------------------------------------ Title By: /s/ Illegible ------------------------------------ Consultant ------------------------------------ EX-4 5 EXHIBIT 4.10 EXHIBIT 4.10 CONSULTING AGREEMENT This agreement is effective as of June 25, 1995, by and between CHINA BIOMEDICAL GROUP, INC., a Utah Corporation ( the "Company"), and Archives Computers, (the "Consultant"). The Company desires to retain the Consultant to provide advice and consultancy on the installation and acquisition of certain computers and software programs in connection therewith to improve the management systems and controls of the Company and the Consultant agrees to such engagement upon the terms set forth below. 1. DUTIES AND INVOLVEMENT a. The Company hereby engages Consultant, as an independent contractor and not as an employee, to provide advice to and consult with the Company's management concerning the matters set out above. b. Consultant acknowledges that he is not an officer, director, or agent of the Company, that he is not and will not be responsible for any management decisions on behalf of the Company and that he may not commit the Company to any action. Any and all arrangements or agreements that Consultant may negotiate for the Company will be subject to acceptance by the Company, to be evidenced by execution by an authorized officer, or the Company. Consultant represents that he does not have, through stock ownership or otherwise, the power to control the Company nor to exercise any dominating influence over its management. c. The Consultant shall devote such of his time and effort to the duties hereunder and shall use his best efforts to fulfill obligations hereunder; however, the Company acknowledges that the Consultant is engaged in other business activities and that such activities will continue during the term of this Agreement. 2. TERM This Agreement shall continue for a term of one year from the effective date hereof. Consultant's employment hereunder may be terminated during the term of this Agreement under the following circumstances: a. Disability: If, as a result of Consultant's incapacity due to physical or mental illness, Consultant shall have been unable to perform his duties hereunder on a full time basis for one full monthly, and within 10 days after written notice of termination is given shall not have returned to the performance of his duties hereunder, the Company may terminate Consultant's employment hereunder. b. Termination with Notice: After an initial non-cancellation period of 30 days from the date of "Effective Registration", referred to in Clause 4, the Company or the Consultant may terminate this Agreement at any time upon 30 days notice, provide that the Consultant agrees to return to the Company a pro rata portion of the compensation issued to him under paragraph 3. 3. COMPENSATION a. As full compensation for all services hereunder, the Company shall grant to the Consultant up to 5,000 common shares of the Company (the "Shares"), based on performance on specific projects as assigned by the Company and agreed to by the Consultant. The Shares shall be issued to the Consultant from time to time and by mutual agreement that specific goals and objectives have been satisfactorily not by the Consultant. b. The execution of this Stock Option Agreement in the form hereof has been duly authorized by a resolution of the Board of Directors of the Company, adopted on June 25, 1995, and incorporated herein. c. The Company agrees to cause certificates for the shares issued hereunder to be delivered to the Consultant. Certificates are to be registered under a Form S8 registration statement, as expressed in paragraph 4 hereunder. 4. REGISTRATION Upon signing this agreement, the shares shall be immediately registered on Form S8. Such registration to be duly filed ("Effective Registration") within 10 days of the date of this Agreement. 5. TAXES AND OTHER LIABILITIES Consultant acknowledges and agrees that he is an independent contractor and not as employee of the Company. As such, Consultant acknowledges that he is responsible for all self-employment and other tax payable to any federal, state or local authority and any other obligation or liabilities arising from his engagement and compensation hereunder, including any liabilities which might arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act") due to Consultant receipt of the Shares pursuant to this Agreement. The Consultant is also responsible for making or amending any filings required under Section 13 or 16 of the 1934 Act. The undersigned hereby acknowledges receipt of an executed original of this Consulting Agreement and accepts the terms and conditions hereof. By: /s/ Illegible Date: 10 July 1997 ------------------------------------- Chairman ------------------------------------- Title By: /s/ E. S. Harford ----------------- Edward Scandrett Harford Consultant ------------------------ EX-4 6 EXHIBIT 4.11 EXHIBIT 4.11 CONSULTING AGREEMENT This agreement is effective as of June 25, 1995, by and between CHINA BIOMEDICAL GROUP, INC., a Utah Corporation ( the "Company"), and Hampton Hall Properties, (the "Consultant"). The Company desires to retain the Consultant to provide advice on possible joint venture opportunities, acquisitions and legal requirements in connection therewith as it relates to the ongoing business interests of the Company and the Consultant agrees to such engagement upon the terms set forth below. 1. DUTIES AND INVOLVEMENT a. The Company hereby engages Consultant, as an independent contractor and not as an employee, to provide advice to and consult with the Company's management concerning the matters set out above. b. Consultant acknowledges that he is not an officer, director, or agent of the Company, that he is not and will not be responsible for any management decisions on behalf of the Company and that he may not commit the Company to any action. Any and all arrangements or agreements that Consultant may negotiate for the Company will be subject to acceptance by the Company, to be evidenced by execution by an authorized officer, or the Company. Consultant represents that he does not have, through stock ownership or otherwise, the power to control the Company nor to exercise any dominating influence over its management. c. The Consultant shall devote such of his time and effort to the duties hereunder and shall use his best efforts to fulfill obligations hereunder; however, the Company acknowledges that the Consultant is engaged in other business activities and that such activities will continue during the term of this Agreement. 2. TERM This Agreement shall continue for a term of one year from the effective date hereof. Consultant's employment hereunder may be terminated during the term of this Agreement under the following circumstances: a. Disability: If, as a result of Consultant's incapacity due to physical or mental illness, Consultant shall have been unable to perform his duties hereunder on a full time basis for one full monthly, and within 10 days after written notice of termination is given shall not have returned to the performance of his duties hereunder, the Company may terminate Consultant's employment hereunder. b. Termination with Notice: After an initial non-cancellation period of 30 days from the date of "Effective Registration", referred to in Clause 4, the Company or the Consultant may terminate this Agreement at any time upon 30 days notice, provide that the Consultant agrees to return to the Company a pro rata portion of the compensation issued to him under paragraph 3. 3. COMPENSATION a. As full compensation for all services hereunder, the Company shall grant to the Consultant up to 13,000 common shares of the Company (the "Shares"), based on performance on specific projects as assigned by the Company and agreed to by the Consultant. The Shares shall be issued to the Consultant from time to time and by mutual agreement that specific goals and objectives have been satisfactorily not by the Consultant. b. The execution of this Stock Option Agreement in the form hereof has been duly authorized by a resolution of the Board of Directors of the Company, adopted on June 25, 1995, and incorporated herein. c. The Company agrees to cause certificates for the shares issued hereunder to be delivered to the Consultant. Certificates are to be registered under a Form S8 registration statement, as expressed in paragraph 4 hereunder. 4. REGISTRATION Upon signing this agreement, the shares shall be immediately registered on Form S8. Such registration to be duly filed ("Effective Registration") within 10 days of the date of this Agreement. 5. TAXES AND OTHER LIABILITIES Consultant acknowledges and agrees that he is an independent contractor and not as employee of the Company. As such, Consultant acknowledges that he is responsible for all self-employment and other tax payable to any federal, state or local authority and any other obligation or liabilities arising from his engagement and compensation hereunder, including any liabilities which might arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act") due to Consultant receipt of the Shares pursuant to this Agreement. The Consultant is also responsible for making or amending any filings required under Section 13 or 16 of the 1934 Act. The undersigned hereby acknowledges receipt of an executed original of this Consulting Agreement and accepts the terms and conditions hereof. By: /s/ Illegible Date: ------------------------------- Chairman -------------------------------- Title By: /s/ Jimmy Stewardson -------------------- J.B. STEWARDSON Consultant EX-4 7 EXHIBIT 4.12 EXHIBIT 4.12 CONSULTING AGREEMENT This agreement is effective as of June 25, 1995, by and between CHINA BIOMEDICAL GROUP, INC., a Utah Corporation ( the "Company"), and The Chief Management Services (the "Consultant"). The Company desires to retain the Consultant to provide book keeping, secretarial and accounting services thereby to improve the management systems and controls of the Company and the Consultant agrees to such engagement upon the terms set forth below. 1. DUTIES AND INVOLVEMENT a. The Company hereby engages Consultant, as an independent contractor and not as an employee, to provide advice to and consult with the Company's management concerning the matters set out above. b. Consultant acknowledges that he is not an officer, director, or agent of the Company, that he is not and will not be responsible for any management decisions on behalf of the Company and that he may not commit the Company to any action. Any and all arrangements or agreements that Consultant may negotiate for the Company will be subject to acceptance by the Company, to be evidenced by execution by an authorized officer, or the Company. Consultant represents that he does not have, through stock ownership or otherwise, the power to control the Company nor to exercise any dominating influence over its management. c. The Consultant shall devote such of his time and effort to the duties hereunder and shall use his best efforts to fulfill obligations hereunder; however, the Company acknowledges that the Consultant is engaged in other business activities and that such activities will continue during the term of this Agreement. 2. TERM This Agreement shall continue for a term of one year from the effective date hereof. Consultant's employment hereunder may be terminated during the term of this Agreement under the following circumstances: a. Disability: If, as a result of Consultant's incapacity due to physical or mental illness, Consultant shall have been unable to perform his duties hereunder on a full time basis for one full monthly, and within 10 days after written notice of termination is given shall not have returned to the performance of his duties hereunder, the Company may terminate Consultant's employment hereunder. b. Termination with Notice: After an initial non-cancellation period of 30 days from the date of "Effective Registration", referred to in Clause 4, the Company or the Consultant may terminate this Agreement at any time upon 30 days notice, provide that the Consultant agrees to return to the Company a pro rata portion of the compensation issued to him under paragraph 3. 3. COMPENSATION a. As full compensation for all services hereunder, the Company shall grant to the Consultant up to 9,000 common shares of the Company (the "Shares"), based on performance on specific projects as assigned by the Company and agreed to by the Consultant. The Shares shall be issued to the Consultant from time to time and by mutual agreement that specific goals and objectives have been satisfactorily not by the Consultant. b. The execution of this Stock Option Agreement in the form hereof has been duly authorized by a resolution of the Board of Directors of the Company, adopted on June 25, 1995, and incorporated herein. c. The Company agrees to cause certificates for the shares issued hereunder to be delivered to the Consultant. Certificates are to be registered under a Form S8 registration statement, as expressed in paragraph 4 hereunder. 4. REGISTRATION Upon signing this agreement, the shares shall be immediately registered on Form S8. Such registration to be duly filed ("Effective Registration") within 10 days of the date of this Agreement. 5. TAXES AND OTHER LIABILITIES Consultant acknowledges and agrees that he is an independent contractor and not as employee of the Company. As such, Consultant acknowledges that he is responsible for all self-employment and other tax payable to any federal, state or local authority and any other obligation or liabilities arising from his engagement and compensation hereunder, including any liabilities which might arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act") due to Consultant receipt of the Shares pursuant to this Agreement. The Consultant is also responsible for making or amending any filings required under Section 13 or 16 of the 1934 Act. The undersigned hereby acknowledges receipt of an executed original of this Consulting Agreement and accepts the terms and conditions hereof. By: /s/ Illegible Date: -------------------------- Chairman -------------------------- Title For and on behalf of The Chief Management Services By: ------------------------------------- /s/ Illegible Consultant ---------------------------- 10.7.1996 EX-4 8 EXHIBIT 4.13 EXHIBIT 4.13 CONSULTING AGREEMENT This agreement is effective as of June 25, 1995, by and between CHINA BIOMEDICAL GROUP, INC., a Utah Corporation ( the "Company"), and Stewardson Associates, (the "Consultant"). The Company desires to retain the Consultant to provide advice on possible joint venture opportunities, acquisitions and legal requirements in connection therewith as it relates to the ongoing business interests of the Company and the Consultant agrees to such engagement upon the terms set forth below. 1. DUTIES AND INVOLVEMENT a. The Company hereby engages Consultant, as an independent contractor and not as an employee, to provide advice to and consult with the Company's management concerning the matters set out above. b. Consultant acknowledges that he is not an officer, director, or agent of the Company, that he is not and will not be responsible for any management decisions on behalf of the Company and that he may not commit the Company to any action. Any and all arrangements or agreements that Consultant may negotiate for the Company will be subject to acceptance by the Company, to be evidenced by execution by an authorized officer, or the Company. Consultant represents that he does not have, through stock ownership or otherwise, the power to control the Company nor to exercise any dominating influence over its management. c. The Consultant shall devote such of his time and effort to the duties hereunder and shall use his best efforts to fulfill obligations hereunder; however, the Company acknowledges that the Consultant is engaged in other business activities and that such activities will continue during the term of this Agreement. 2. TERM This Agreement shall continue for a term of one year from the effective date hereof. Consultant's employment hereunder may be terminated during the term of this Agreement under the following circumstances: a. Disability: If, as a result of Consultant's incapacity due to physical or mental illness, Consultant shall have been unable to perform his duties hereunder on a full time basis for one full monthly, and within 10 days after written notice of termination is given shall not have returned to the performance of his duties hereunder, the Company may terminate Consultant's employment hereunder. b. Termination with Notice: After an initial non-cancellation period of 30 days from the date of "Effective Registration", referred to in Clause 4, the Company or the Consultant may terminate this Agreement at any time upon 30 days notice, provide that the Consultant agrees to return to the Company a pro rata portion of the compensation issued to him under paragraph 3. 3. COMPENSATION a. As full compensation for all services hereunder, the Company shall grant to the Consultant up to 4,000 common shares of the Company (the "Shares"), based on performance on specific projects as assigned by the Company and agreed to by the Consultant. The Shares shall be issued to the Consultant from time to time and by mutual agreement that specific goals and objectives have been satisfactorily not by the Consultant. b. The execution of this Stock Option Agreement in the form hereof has been duly authorized by a resolution of the Board of Directors of the Company, adopted on June 25, 1995, and incorporated herein. c. The Company agrees to cause certificates for the shares issued hereunder to be delivered to the Consultant. Certificates are to be registered under a Form S8 registration statement, as expressed in paragraph 4 hereunder. 4. REGISTRATION Upon signing this agreement, the shares shall be immediately registered on Form S8. Such registration to be duly filed ("Effective Registration") within 10 days of the date of this Agreement. 5. TAXES AND OTHER LIABILITIES Consultant acknowledges and agrees that he is an independent contractor and not as employee of the Company. As such, Consultant acknowledges that he is responsible for all self-employment and other tax payable to any federal, state or local authority and any other obligation or liabilities arising from his engagement and compensation hereunder, including any liabilities which might arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act") due to Consultant receipt of the Shares pursuant to this Agreement. The Consultant is also responsible for making or amending any filings required under Section 13 or 16 of the 1934 Act. The undersigned hereby acknowledges receipt of an executed original of this Consulting Agreement and accepts the terms and conditions hereof. By: /s/ Illegible Date: -------------------------------- Chairman -------------------------------- Title By: ------------------------------- Consultant ------------------------------- EX-4 9 EXHIBIT 4.14 EXHIBIT 4.14 CONSULTING AGREEMENT This agreement is effective as of June 25, 1995, by and between CHINA BIOMEDICAL GROUP, INC., a Utah Corporation ( the "Company"), and Thomas Kennedy, (the "Consultant"). The Company desires to retain the Consultant to provide general management consultancy advice including but not limited to advice on possible joint venture opportunities, acquisitions and legal requirements in connection therewith as it relates to the ongoing business interests of the Company and the Consultant agrees to such engagement upon the terms set forth below. 1. DUTIES AND INVOLVEMENT a. The Company hereby engages Consultant, as an independent contractor and not as an employee, to provide advice to and consult with the Company's management concerning the matters set out above. b. Consultant acknowledges that he is not an officer, director, or agent of the Company, that he is not and will not be responsible for any management decisions on behalf of the Company and that he may not commit the Company to any action. Any and all arrangements or agreements that Consultant may negotiate for the Company will be subject to acceptance by the Company, to be evidenced by execution by an authorized officer, or the Company. Consultant represents that he does not have, through stock ownership or otherwise, the power to control the Company nor to exercise any dominating influence over its management. c. The Consultant shall devote such of his time and effort to the duties hereunder and shall use his best efforts to fulfill obligations hereunder; however, the Company acknowledges that the Consultant is engaged in other business activities and that such activities will continue during the term of this Agreement. 2. TERM This Agreement shall continue for a term of one year from the effective date hereof. Consultant's employment hereunder may be terminated during the term of this Agreement under the following circumstances: a. Disability: If, as a result of Consultant's incapacity due to physical or mental illness, Consultant shall have been unable to perform his duties hereunder on a full time basis for one full monthly, and within 10 days after written notice of termination is given shall not have returned to the performance of his duties hereunder, the Company may terminate Consultant's employment hereunder. b. Termination with Notice: After an initial non-cancellation period of 30 days from the date of "Effective Registration", referred to in Clause 4, the Company or the Consultant may terminate this Agreement at any time upon 30 days notice, provide that the Consultant agrees to return to the Company a pro rata portion of the compensation issued to him under paragraph 3. 3. COMPENSATION a. As full compensation for all services hereunder, the Company shall grant to the Consultant up to 11,000 common shares of the Company (the "Shares"), based on performance on specific projects as assigned by the Company and agreed to by the Consultant. The Shares shall be issued to the Consultant from time to time and by mutual agreement that specific goals and objectives have been satisfactorily not by the Consultant. b. The execution of this Stock Option Agreement in the form hereof has been duly authorized by a resolution of the Board of Directors of the Company, adopted on June 25, 1995, and incorporated herein. c. The Company agrees to cause certificates for the shares issued hereunder to be delivered to the Consultant. Certificates are to be registered under a Form S8 registration statement, as expressed in paragraph 4 hereunder. 4. REGISTRATION Upon signing this agreement, the shares shall be immediately registered on Form S8. Such registration to be duly filed ("Effective Registration") within 10 days of the date of this Agreement. 5. TAXES AND OTHER LIABILITIES Consultant acknowledges and agrees that he is an independent contractor and not as employee of the Company. As such, Consultant acknowledges that he is responsible for all self-employment and other tax payable to any federal, state or local authority and any other obligation or liabilities arising from his engagement and compensation hereunder, including any liabilities which might arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act") due to Consultant receipt of the Shares pursuant to this Agreement. The Consultant is also responsible for making or amending any filings required under Section 13 or 16 of the 1934 Act. The undersigned hereby acknowledges receipt of an executed original of this Consulting Agreement and accepts the terms and conditions hereof. By: /s/ Illegible Date: --------------------------------------------- Chairman --------------------------------------------- Title By: /s/ Illegible Kennedy ----------------------------------- Thomas J. Kennedy Consultant EX-4 10 EXHIBIT 4.15 EXHIBIT 4.15 CONSULTING AGREEMENT This agreement is effective as of November 25, 1995, by and between CHINA BIOMEDICAL GROUP, INC., a Utah Corporation ( the "Company"), and Barlow, Lyde & Gilbert, (the "Consultant"). The Company desires to retain the Consultant to provide advice and consultancy on various legal matters thereby to improve the legal structure, management systems and controls of the Company and the Consultant agrees to such engagement upon the terms set forth below. 1. DUTIES AND INVOLVEMENT a. The Company hereby engages Consultant, as an independent contractor and not as an employee, to provide advice to and consult with the Company's management concerning the matters set out above. b. Consultant acknowledges that he is not an officer, director, or agent of the Company, that he is not and will not be responsible for any management decisions on behalf of the Company and that he may not commit the Company to any action. Any and all arrangements or agreements that Consultant may negotiate for the Company will be subject to acceptance by the Company, to be evidenced by execution by an authorized officer, or the Company. Consultant represents that he does not have, through stock ownership or otherwise, the power to control the Company nor to exercise any dominating influence over its management. c. The Consultant shall devote such of his time and effort to the duties hereunder and shall use his best efforts to fulfill obligations hereunder; however, the Company acknowledges that the Consultant is engaged in other business activities and that such activities will continue during the term of this Agreement. 2. TERM This Agreement shall continue for a term of twelve months from the effective date hereof. Consultant's employment hereunder may be terminated during the term of this Agreement under the following circumstances: a. Disability: If, as a result of Consultant's incapacity due to physical or mental illness, Consultant shall have been unable to perform his duties hereunder on a full time basis for one full monthly, and within 10 days after written notice of termination is given shall not have returned to the performance of his duties hereunder, the Company may terminate Consultant's employment hereunder. b. Termination with Notice: After an initial non-cancellation period of 30 days from the date of "Effective Registration", referred to in Clause 4, the Company or the Consultant may terminate this Agreement at any time upon 30 days notice, provide that the Consultant agrees to return to the Company a pro rata portion of the compensation issued to him under paragraph 3. 3. COMPENSATION a. As full compensation for all services hereunder, the Company shall grant to the Consultant up to 9,000 common shares of the Company (the "Shares"), based on performance on specific projects as assigned by the Company and agreed to by the Consultant. The Shares shall be issued to the Consultant from time to time and by mutual agreement that specific goals and objectives have been satisfactorily met by the Consultant. b. The execution of this Stock Option Agreement in the form hereof has been duly authorized by a resolution of the Board of Directors of the Company, adopted on November 25, 1995, and incorporated herein. c. The Company agrees to cause certificates for the shares issued hereunder to be delivered to the Consultant. Certificates are to be registered under a Form S8 registration statement, as expressed in paragraph 4 hereunder. 4. REGISTRATION Upon signing this agreement, the shares shall be immediately registered on Form S8. Such registration to be duly filed ("Effective Registration") within 10 days of the date of this Agreement. 5. TAXES AND OTHER LIABILITIES Consultant acknowledges and agrees that he is an independent contractor and not as employee of the Company. As such, Consultant acknowledges that he is responsible for all self-employment and other tax payable to any federal, state or local authority and any other obligation or liabilities arising from his engagement and compensation hereunder, including any liabilities which might arise under Section 15 of the Securities and Exchange Act of 1934 ("1934 Act") due to Consultant receipt of the Shares pursuant to this Agreement. The Consultant is also responsible for making or amending any filings required under Section 13 or 16 of the 1934 Act. The undersigned hereby acknowledges receipt of an executed original of this Consulting Agreement and accepts the terms and conditions hereof. By: /s/ Illegible Date: 25/NOV/95 ---------------------------------------- Chairman ---------------------------------------- Title By: /s/ Illegible ---------------------------- Illegible Consultant ----------------------------- EX-5 11 EXHIBIT 5 EXHIBIT 5 [STEVEN A. SANDERS, P.C. LETTERHEAD] October 6 , 1996 Internet Holdings, Inc. c/o Alcott Simpson & Co. 250 Park Avenue, Suite 1930 New York, New York 10177 Gentlemen: We have reviewed a Registration Statement of Form S-8 (the "Registration Statement") dated August 29, 1996, to be filed with the Securities and Exchange Commission, relating to 59,000 shares of common stock, no par value per share (the "Shares") of Internet Holdings, Inc. (the "Company"), which have been issued pursuant to consulting agreements entered into by the Company on July 25, 1995 and described in the Registration Statement (the "Agreements"). We have examined the Certificate of Incorporation, as amended, and the By-laws of the Company and all amendments therefore, the Registration Statement and originals, or copies certified to our satisfaction, of such records of meetings, written actions in lieu of meetings, or resolutions adopted at meetings, of the directors of the Company, documents and such other documents and instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. In examination of the foregoing documents, we have assumed the genuiness of all signatures and the authenticity of all documents submitted to us originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly and validly authorized for issuance under the Agreements and the Shares, when issued against payment therefore in accordance with the terms of the Agreements will be legally issued, fully paid and non-assessable. Internet Holdings, Inc. October 6 , 1996 Page 2 We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are included within the category of person whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules of regulations promulgated thereunder. Very truly yours, Law Office of Steven A. Sanders, P.C. By: /s/ James Eisberg ----------------- James Eisberg JE:kaw EX-23 12 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To Internet Holdings, Inc: We hereby consent to the incorporation in this registration statement on Form S-8 of our report dated March 18, 1996 accompanying the financial statements of Internet Holdings, Inc. (formerly China Biomedical Group, Inc.) a Utah corporation. /s/ Callaghan Nawrocki ---------------------- CALLAGHAN NAWROCKI, PC Melville, New York August 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----